Page 91 - FINAL MASTER 616pp 20-6-19 SOUND

MH wanted to review the minutes of all the previous meetings. PBC provided MH with the register of minutes for MH to review and MH made notes for herself. PBC confirmed that copies would be in the documents received from the accountants (registered office) and would be supplied to MH. MH had asked for the previous board minutes but MH cannot approve these until MH had time to read through and assess them properly. This can only be done once PBC has forwarded them to MH. PBC said he would comply. MH raised the matter of payment of £2300 paid as fees. PBC mentioned it was for fees re: PBC £1800 and SK £500 in relation to the work carried out in defending MHML against the Right to Manage (RTM) led by MH. SK mentioned that it was a reasonable fee paid, as had it been wholly referred to solicitors it would have been considerably more. MH raised the issue of not being aware, in the initial set up of MHML regarding any payments for director’s time spent in dealing with legal matters that the company was involved in. MH mentioned that any insertion of such clauses would have to be agreed and MH has not been notified of such a change or indeed given MH’s approval and would object to any money being drawn without full approval of the Board. Para 11 (a) and (b) of the Company’s Memorandum of Article states that a director is entitled to remuneration for services to the company and for any other services which they undertake for the company and also to pay any reasonable expenses to the directors. PBC also mentioned that MHML had raised an invoice dated 25th March 2014 to the RTM to recover the fees paid to PBC & SK for a sum of £2,582.74. SK asked MH to ensure that both MH and her fellow RTM participants be encouraged to pay the invoiced amount before MHML resorts to litigation to recover the bill which would be significantly more. MH asked if there were invoices from PBC and SK for their fees charged to MHML, to which PBC confirmed yes. PBC explained that these same fees are covered by the issued invoice to the RTM Co, participants who law are all personally liable unless decided otherwise by application of the RTM Co to an LVT Tribunal. MH mentioned that PBC charges a fee of £7 per day for his attendance to the MHML matters but MH is not aware of this been approved by the Board and should be suspended. Please refer to board minutes dated 25th August 2011 (Item 17) in the absence of any director, a majority (subject to quorum) can proceed with decisions. Para 11 (a) and (b) permits for directors remunerations need only be approved by a majority present in a board meeting representing a quorum. 6 Quotations